1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12
Northfield Laboratories Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Northfield Laboratories Inc.
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
--------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
--------------------------------------------------------------------------------
(3) Filing party:
--------------------------------------------------------------------------------
(4) Date filed:
--------------------------------------------------------------------------------
2
NORTHFIELD LABORATORIES INC.
1560 SHERMAN AVENUE, SUITE 1000
EVANSTON, IL 60201
(847) 864-3500
WWW.NORTHFIELDLABS.COM
AT NORTHFIELD LABORATORIES: AT THE FINANCIAL RELATIONS BOARD:
Richard DeWoskin Leslie Hunziker
Chief Executive Officer General Information
(847) 864-3500 (312) 640-6760
MONDAY, AUGUST 20, 2001
NORTHFIELD CONFIRMS ANNUAL MEETING DATE AS AUGUST 31;
LAWSUIT TO POSTPONE MEETING DISMISSED
EVANSTON, ILLINOIS, AUGUST 20, 2001 -- NORTHFIELD LABORATORIES INC. (NASDAQ/NMS:
NFLD), a leading developer of an oxygen-carrying blood substitute, today
reported that late Friday, August 17, 2001, C. Robert Coates, a shareholder of
the company, notified the court in Delaware of his intention to dismiss his
lawsuit to delay Northfield's annual meeting of shareholders.
Coates had requested that the annual meeting be postponed to allow additional
time for him to solicit shareholder proxies to elect two representatives to the
Northfield board.
Northfield issued a press release Friday notifying shareholders of the court
case and the potential for delay in the annual meeting date. Later that
afternoon, subsequent to the company's announcement, Coates advised the court
that he would be dismissing his lawsuit and would not move forward with a proxy
contest. Coates has filed a formal notice of dismissal with the Delaware court.
"We are pleased that this suit's distraction was short-lived. We now can
maintain our focus on the regulatory goal at hand, and the preparation of our
annual business update, where we plan to discuss our achievement with our
shareholders," said Richard DeWoskin, chairman and chief executive officer.
Northfield announced last week that it is completing a Biologics License
Application for its blood-substitute product, PolyHeme(TM), and plans to submit
the application to the FDA by Labor Day.
The company will provide more detail on its regulatory progress in its annual
business update on August 31, 2001. This presentation will be webcast after the
close of the market, at 4:30 p.m. central time, that day. Anyone interested in
accessing the presentation should log on to www.northfieldlabs.com or
www.videonewswire.com, or, for those without Internet access, you may dial in to
888-413-4411 to listen to the call. A replay of the webcast will be available
for 30 days after the presentation. The telephonic replay will be available for
seven days by dialing 888-266-2086 and providing the passcode, 5458560.
-MORE-
3
NORTHFIELD LABORATORIES INC.
ADD 1
Northfield's annual meeting will take place earlier that day at 2:00 p.m.
central time to vote on business matters as outlined in its August 3rd proxy
statement. Only questions related to those business matters will be taken at the
meeting. The business update will not be webcast at corporate headquarters.
Shareholders who have not yet signed and returned their proxy cards included
with Northfield's proxy statement are requested to do so promptly.
ABOUT THE COMPANY
Northfield Laboratories, founded in 1985, is a leading developer of an
oxygen-carrying blood substitute. Its product, PolyHeme, is the only blood
substitute undergoing clinical trials that has been tested at large enough
dosages to be considered a substitute for acute blood loss in trauma and
surgical settings. As a result of the process used to manufacture the blood
substitute, essentially a solution of polymerized hemoglobin, PolyHeme has a
longer shelf life than blood, requires no cross matching and does not transmit
disease.
Statements in this release that are not strictly historical are
"forward-looking" statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks, which may cause the
company's actual results in the future to differ materially from expected
results. These risks include, among others: competition from other blood
substitute products; the company's ability to obtain regulatory approval to
market PolyHeme commercially; the company's and/or its representative's ability
to successfully market and sell PolyHeme; the company's ability to manufacture
PolyHeme in sufficient quantities; the company's ability to obtain an adequate
supply of raw materials; the company's ability to maintain intellectual property
protection for its proprietary product and to defend its existing intellectual
property rights from challenges by third parties; the availability of capital to
finance planned growth; and the extent to which the hospitals and physicians
using PolyHeme are able to obtain third-party reimbursement, as described in the
company's filings with the Securities and Exchange Commission.
-30-